Medtronic's MiniMed exchange offer is oversubscribed; company to swap out its entire remaining stake

Medtronic is set to exit MiniMed completely after shareholders swamped its share-exchange offer. The medical device maker said its offer to swap MiniMed Group stock for Medtronic shares was oversubscribed, based on preliminary results announced Monday and filed with regulators Tuesday.

Medtronic decided to exchange all of its remaining interest in MiniMed, 252,813,348 shares of MiniMed common stock. Holders receive 4.5939 MiniMed shares for each Medtronic ordinary share accepted.

According to the exchange agent, 298,024,452 Medtronic shares were validly tendered, including 93,311,404 tendered by notice of guaranteed delivery. Medtronic intends to accept 55,032,401 of them.

Most tendered shares will come back

Because demand far exceeded the shares on offer, Medtronic is accepting tendered shares on a pro rata basis. It estimates about 18.3% of tendered shares will be exchanged, assuming all guaranteed-delivery shares are delivered.

Odd-lot holders, those with fewer than 100 shares who tendered all of them, are not subject to proration. Shares tendered but not accepted will be returned in book-entry form after the final proration factor is set.

Medtronic expects to announce that final factor on Oct. 14, after the guaranteed delivery period ends. The offer expired at midnight New York time at the end of Oct. 9.

A clean break

"Following the completion of the exchange offer, Medtronic will not retain any of the outstanding shares of MiniMed common stock," the company said. MiniMed trades on Nasdaq under the symbol MMED.

Goldman Sachs and BofA Securities are dealer managers for the offer.

By the numbers

• MiniMed shares being exchanged: 252,813,348 (all of Medtronic's remaining stake)
• Exchange ratio: 4.5939 MiniMed shares per Medtronic share
• Medtronic shares tendered: 298,024,452
• Medtronic shares to be accepted: 55,032,401
• Preliminary proration: about 18.3%

Sources

1. Medtronic plc, Rule 425 filing, "Medtronic Announces Preliminary Results of MiniMed Group, Inc. Exchange Offer," dated Oct. 12, 2026, filed Oct. 13, 2026 (accession 0001628280-26-065596)

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